BETTER WORLD ACQUISITION CORP.

https://www.sec.gov/Archives/edgar/data/1821146/000121390020030528/fs12020_betterworldacq.htm#T10

BWACU 1/2 Warrant

$125,000,000

Target:

healthy living industries that benefit from strong Environmental, Social and Governance (“ESG”) profiles. healthy consumer and smart cities products and services. In the healthy consumer sector, millennials and boomers are embracing wellness, a market estimated at $4.5 trillion in 2018, growing roughly twice as fast as the economy as a whole. The global organic food and beverage market is forecast to grow at over 15% per year to $398 billion in 2025, which is over 5 times faster than the conventional food and beverage market. Organic personal care products are forecast to reach $25 billion by 2025 up from $10 billion in 2015. The Smart City market is projected to grow 15% per year to $185 billion through 2026. 71% of estimated incremental energy demand growth can be met through efficiencies. Our management team has operational and entrepreneurial backgrounds and expertise in food systems, supply chain and constrained resource allocation, which we believe will help us develop business plans and tactics for our potential targets.

Directors and Executive Officers

Our current directors and executive officers are as follows:

Name Age Title
Rosemary L. Ripley 66 Chairman of the Board of Directors, President and Chief Executive Officer
Peter S.H. Grubstein 65 Chief Financial Officer, Treasurer and Director
Shay Murphy 37 Vice President and Secretary
Brad Oberwager 50 Director Nominee
Kristopher Wood 49 Director Nominee
Jennifer Prosek 51 Director Nominee

Rosemary L. Ripley has served as our Chairman of the Board of Directors and Chief Executive Officer since August 2020. She has been a Managing Member and control shareholder of N*GEN since 2018. Ms. Ripley leads the firm’s focus on consumer companies with differentiated products and services in food and beverage, and personal and household care. She works actively on and with the boards of several portfolio companies including Zevia, Revolution Foods, Enzymedica, Nlyte Software, and Hyla Mobile. She also serves on the board of Heineken, N.V. Over her career in the consumer industry, Ms. Ripley has orchestrated transactions worth approximately $40 billion for a wide variety of companies, both large and small. Many of these transactions were with counter parties that are some of the largest multinational CPG companies in the world. Responsible for Corporate Business Development worldwide at Altria Group (previously Philip Morris Companies) from 1990 to 2005, Ms. Ripley helped accelerate growth at Altria’s operating companies, Kraft Foods and Miller Brewing Company, through expansionary growth plans and transformative acquisitions. Among the transformative transactions she led were the acquisition of Nabisco Foods, a $19 billion transaction, the initial public offering and spinout of Kraft Foods, raising $8.7 billion, and the $5.5 billion merger of Miller Brewing Company with South African Breweries. In addition to these transactions, Ms. Ripley has led numerous other transactions raising billions of dollars for a wide range of companies in the consumer industry. Prior to joining Philip Morris, she ran the Retail and Consumer Group in Investment Banking at two different boutique firms on Wall Street. Ms. Ripley also co-founded Circle Financial Group, a multi-family investment advisory firm, specializing in the investment needs of ultra-high net worth women, which has been re-branded Circle Wealth Management. She graduated cum laude from Yale University and received an MBA from the Yale School of Management. Ms. Ripley is the wife of Peter S.H. Grubstein, our Chief Financial Officer and a director. We believe Ms. Ripley is well-qualified to serve as a member of our board of directors due to her experience as a business leader in a variety of industries and her contacts and relationships.

Peter S.H. Grubstein has served as our Chief Financial Officer, Treasurer and Director since August 2020. He is the founder and Managing Member of N*GEN, a venture capital and growth equity investment firm investing in healthy and sustainable living. Mr. Grubstein founded N*GEN in 2001 and has since been investing in sustainable businesses with innovative solutions to impact the world’s biggest problems. Mr. Grubstein has 40 years of experience as an entrepreneur, operating executive, and venture capital investor and has grown N*GEN from one of the earliest to invest in sustainable technologies, to a firm with three funds, raising over $500 million. At N*GEN, he invests in healthy living, which includes consumer-facing brands and services that span various sectors, from personal care to energy efficiency products and innovative agricultural solutions, all with the goal of changing consumer behavior to improve consumer and environmental health. Prior to founding N*GEN, Mr. Grubstein made diverse private investments, ranging from leveraged buyouts and leveraged recapitalizations to early venture investments in materials science enterprises. Earlier in his career, he was CEO of American Tanning, a manufacturing business owned by his family, from 1982 to 1983. Subsequently at KD/P Equities. J.B. Poindexter & Co. and Grubstein Holdings, LTD., he worked on investments such as Carolina Steel Corporation and focused on supply chain and logistics efficiencies to drive profitability, including selecting acquisitions to improve overall operations for businesses that reach a certain scale. Mr. Grubstein is currently a member of the Board of Directors of Enzymedica, a provider of digestive enzyme supplements. Mr. Grubstein is a graduate of Yale University. Mr. Grubstein is the husband of Rosemary L. Ripley, our Chairman and Chief Executive Officer. We believe Mr. Grubstein is well-qualified to serve as a member of our board of directors due to his experience as a business leader in a variety of industries and his contacts and relationships.

65

Shay Murphy has served as our Vice President and Secretary since August 2020. Mr. Murphy has been with N*GEN for over five years since he began as an associate after graduating from business school in 2015 and is currently a partner. He leads N*GEN’s focus on smart cities and sustainable food systems and also supports the healthy consumer investment strategy. His duties include current portfolio management, new deal pipeline and diligence, financial modeling, and fundraising. Mr. Murphy is current a member of the Board of Directors of BrightFarms, Inc. and Encycle Corporation. From 2012 to 2013, Mr. Murphy worked at DG Energy Partners, a solar energy financial advisory start-up where he sourced and evaluated prospective new commercial-scale solar projects and developed a project finance and feasibility model that was sold and disseminated to DG Energy Partners’ financial and EPC clients. In 2006, Mr. Murphy began his career at Citigroup Global Markets in the fixed income capital markets division where his primary role was providing debt restructuring and refinancing solutions for sponsor-backed companies, corporates, and sovereign nations. Until he left in 2011, Mr. Murphy was involved in the restructuring or refinancing of over $200 billion of debt, including the $38 billion debt exchange for GMAC in December 2008. Mr. Murphy holds an MBA from NYU Stern School of Business and a B.A. in Philosophy from Columbia University where he played varsity football.

Brad Oberwager will serve as a member of our board of directors on the effective date of the registration statement of which this prospectus is a part. Mr. Oberwager has spent his career in technology and consumer focused companies. He is an experienced board member and has served on multiple boards. Currently, he is member of the board of directors of Asure Software (NASDQ: ASUR) and chairs its compensation committee. Mr. Oberwager is also on the boards of TEGSCO (aka AutoReturn), an information services company, Linden Lab (owner of Second Life), a developer of digital entertainment, Jyve Corporation, a talent marketplace, where he is Chairman, and Sundia Corporation, a food company, where he is also Chairman. He also owned Bare Snacks, a food company acquired by PepsiCo in 2018. From July 2017 to June 2018, he was Vice-chair of YPO International, a global organization of 25,000 CEOs. He is licensed with the Nationwide Multistate Licensing System & Registry. Mr. Oberwager received his BS from Georgetown University and his MBA from the Wharton School. We believe Mr. Oberwager is well-qualified to serve as a member of our board of directors due to his experience in technology and consumer focused industries and his contacts and relationships.

Kristopher Wood will serve as a member of our board of directors on the effective date of the registration statement of which this prospectus is a part. Mr. Wood is a private investor in numerous private start-ups and in smaller established businesses where he often assumes an operating role in repositioning the business for dynamic growth and enhanced profitability. He has served as the President of Impact Health Biometric Testing, Inc., a provider of rapidly deployed, turn-key, COVID-19 testing programs at scale, since March 2020. Mr. Wood leads the development of Impact Health’s COVID-19 programs and oversees its operations and strategy. From 2012 to April 2018, Mr. Wood served as the Chief Investment Officer for Lurie Holdings, Inc., a family office, where he worked on the turnaround, sale and integration of a number of Lurie investments, including Joint Juice, which later acquired Premier Nutrition. He served as Executive Chairman of the combined company from September 2012 to August 2013 where he was active in integrating the two companies and led the subsequent sale of Premier Nutrition to Post Holdings. From 2011 to 2012, Mr. Wood was Head of Strategy for NewPage Corporation, a large freesheet paper manufacturer. From 2009 to 2011, he was Head of Strategy for Worldcolor, a large printing company. Earlier in his career, Mr. Wood was a member of the investment team at several middle market private equity companies including MidOcean Partners where he sourced investments and took active leadership roles and a member of the Global Finance Group of Deutsche Bank Securities. Mr. Wood was a director of Viamet Pharmaceuticals and was also a member of the Finance Committee of the Lurie Children’s Hospital of Chicago. He graduated cum laude with a B.S. in economics from The Wharton School of the University of Pennsylvania. We believe Mr. Wood is well-qualified to serve as a member of our board of directors due to his experience as a business leader in a variety of industries and his contacts and relationships.

Jennifer Prosek will serve as a member of our board of directors on the effective date of the registration statement of which this prospectus is a part. Ms. Prosek has served as the founder and CEO of Prosek Partners, a public relations and financial communications consultancy since 1995. She is a published author and frequent speaker. Ms. Prosek is on the board of directors of the Arthur W. Page Society and BritishAmerican Business. She received her MBA from Columbia University and a B.A. in English literature from Miami University. We believe Ms. Prosek is well-qualified to serve as a member of our board of directors due to her experience as a leader in the public relations industry and her contacts and relationships.

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